EXHIBIT 10.13
THE BANK OF NEW YORK COMMERCIAL CORPORATION
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
March 7, 1997
General Bearing Corporation
Hyatt Railway Products Corp.
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Gentleman:
Reference is made to that certain Loan and Security
Agreement dated December 20, 1993 (as same has been
amended by (i) Amendment No. 1 to Loan and Security
Agreement dated as of April ____, 1994, (ii) Amendment
No. 2 to Loan and Security Agreement dated as of May
31, 1994, (iii) Amendment No. 3 to Loan and Security
Agreement dated as of November 14, 1994, (iv) Amendment
No. 4 to Loan and Security Agreement dated as of June
19, 1995, (v) Amendment No. 5 to Loan and Security
Agreement dated as of March 1, 1996, (vi) Waiver and
Amendment No. 6 to Loan and Security Agreement dated as
of March 22, 1996, (vii) Waiver and Amendment No. 7 to
Loan and Security Agreement dated as of September 25,
1996, (vii) Amendment No. 8 to Loan and Security
Agreement dated as of October 30, 1996 and as may be
further amended, restated, supplemented or otherwise
modified from time to time, the "Loan Agreement") by
and among GENERAL BEARING CORPORATION ("General
Bearing"), a Delaware corporation, HYATT RAILWAY
PRODUCTS CORP. ("Hyatt"), a New York corporation, each
having its principal place of business at 00 Xxxx
Xxxxxx, Xxxx Xxxxx, Xxx Xxxx (General Bearing and Hyatt
each a "Borrower" and jointly and severally referred to
as "Borrowers") and THE BANK OF NEW YORK COMMERCIAL
CORPORATION having its principal place of business at
0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Lender"). Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings
set forth in the Loan Agreement.
Borrowers have requested that Lender release each
of Xxxxx Xxxxxxx, Realty and World from certain of its
obligations under its respective guaranty and/or
security document, as applicable, and Lender is willing
to do so on the terms and conditions set forth below.
Subject to the receipt by Lender of a copy of this
letter executed and agrees to by the Borrowers,
Guarantors and World, Lender hereby proposes to: (A)
amend (i) Section 1 of the Loan Agreement by deleting
the term "Overadvance Amount" in its entirety and
inserting "Internationally Omitted" in its entirely and
inserting "Internationally Omitted" in its place and
stead and (ii) Section 2 of the Loan Agreement by
deleting subsection (a) (y) in its entirety and
inserting the following in its place and stead:
(y) an amount equal to the sum of:
(i) Receivables Availability; plus
(ii) Inventory Availability; minus
(iii) the aggregate amount of outstanding
Letters of Credit; minus
-----
(iv) Such reserves as Lender may reasonably
deem proper and necessary from time to time.
The sum of 2(a) (y) (i) plus (ii) minus (iv) shall
be referred to as the "Formula Amount"; and
(B) release (i) Gussack from his obligations under the
Overadvance Guaranty, (ii) Realty from its obligations
under the Mortgage and that certain Guaranty dated as
of __________ ___, 1996 executed by Realty in favor of
Lender (the "Realty Guaranty") and (iii) World from its
obligations under the CD Pledge.
If Borrowers are in agreement with the foregoing
proposed amendment and releases, kindly execute, and
have each Guarantor execute, a copy of this letter in
the space provided for below and return same to Lender.
Upon receipt of a fully executed original of this
letter, (i) Lender shall deliver to Realty a mortgage
satisfaction with respect to the Real Property and
return the proceeds of the CD Pledge to World and (ii)
the Overadvance Guaranty and the Realty Guaranty shall
be terminated and no further force and effect.
Except as specifically amended herein, the Loan
Agreement, and all other documents, instruments and
agreements executed and/or delivered in connection
therewith, shall remain in full force and effect, and
are hereby ratified and confirmed. Except as expressly
provided herewith, the execution, delivery and
effectiveness of this letter shall not operate as a
wavier of any right, power or remedy of Lender, nor
constitute a wavier of any provision of the Loan
Agreement, or any other documents, instruments or
agreements executed and/or delivered thereunder or in
connection therewith.
This letter may be executed by the parties hereto
in one or more counterparts, each of which shall be
deemed an original and all of which taken together
shall constitute one and the same agreement. Any
signature delivered by a party by facsimile
transmission shall be deemed to be an original
signature hereto.
Very truly yours,
THE BANK OF NEW YORK COMMERCIAL
CORPORATION
By: /s/Xxxxxx Xxxxxxxx
Its: V.P.
CONSENTED AND AGREED TO:
GENERAL BEARING CORPORATION, as a
Borrower and a Guarantor
By: /s/Xxxxx Xxxxxxx
Its: President
HYATT RAILWAY PRODUCTS CORP., as a
Borrower and a Guarantor
By: /s/Xxxxx Xxxxxxx
Its: X.X.
XXXXX INDUSTRIES, LTD., as a Guarantor
By: /s/Xxxxx Xxxxxxx
Its: President
/s/ Xxxxx Xxxxxxx
--------------------------------
Xxxxx Xxxxxxx, Limited Guarantor
WORLD MACHINERY COMPANY, as Pledgor
By: /s/Xxxxx Xxxxxxx
Its: Treasures, Director
